Spinco Acquisition definition

Spinco Acquisition means the acquisition by Holdings of 100% of the equity interests of Spinco through the Spinco Merger pursuant to the Acquisition Agreement.
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Examples of Spinco Acquisition in a sentence

  • Remainco shall, and shall cause its Subsidiaries and Representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Person conducted heretofore with respect to any Spinco Acquisition Proposal or proposal that would reasonably be expected to lead to a Spinco Acquisition Proposal.

  • Any material amendment to any Spinco Acquisition Proposal will be deemed to be a new Spinco Acquisition Proposal for purposes of Section 8.2(c) and this Section 8.2(d)(ii), except that the advance written notice obligation set forth in this Section 8.2(d)(ii) shall be reduced to three Business Days.

  • Each of Parent, Spinco, Acquisition, Seller and Company shall cooperate and use their respective reasonable efforts to make all filings and obtain all consents and approvals of governmental authorities and other third parties, including collective bargaining representatives, necessary to consummate the transactions contemplated by this Agreement and the Distribution Agreement.

  • Berry has agreed that upon executing the RMT Transaction Agreement, Berry will, and will cause its subsidiaries and representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations with any person conducted heretofore with respect to any Spinco Acquisition TABLE OF CONTENTS Proposal or proposal that would reasonably be expected to lead to a Spinco Acquisition Proposal.

  • This Agreement may be amended by an instrument executed by Parent, Spinco, Acquisition, Seller and Company at any time before or after adoption of the Merger by the stockholders of Parent.

  • Parent, Spinco, Acquisition, Seller and Company shall promptly prepare and submit to the IRS a private letter ruling request seeking confirmation that the transactions contemplated by the Distribution Agreement and this Agreement qualify as a tax-free transaction under Sections 355 and 368 of the Code.

  • Any material amendment to any Spinco Acquisition Proposal will be deemed to be a new Spinco Acquisition Proposal for purposes of Section 8.2(c) and this Section 8.2(d)(ii), except that the advance written notice obligation set forth in this Section 8.2(d)(ii) shall be reduced to three (3) Business Days.